James Ho
About James Ho
James Ho (age 47) is a Class III director of Traeger, Inc. (COOK) serving since September 2017; he is a Partner at AEA Investors (joined August 2001), focusing on consumer and services investments. He holds a B.A. in Economics and an MMSS from Northwestern University, and the Board highlights his credentials in corporate strategy, finance, and governance . The Board has determined he is independent under NYSE rules, and his current term expires at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEA Investors | Partner | Joined Aug 2001; current | Focuses on consumer and services investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemical Guys (private) | Director | Current as of 2025 proxy | Not disclosed |
| ThreeSixty (private) | Director | Current as of 2025 proxy | Not disclosed |
| TileBar (private) | Director | Current as of 2025 proxy | Not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee (chair: Raul Alvarez; other members: Steven Richman); committee met 7 times in 2024 .
- Independence: Board determined Ho is independent under NYSE rules; Traeger is a controlled company but maintains fully independent Compensation and Nominating committees .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 5 meetings in 2024 .
- Board structure: Class III director, term to expire at 2027 Annual Meeting; Board has Lead Independent Director role (Raul Alvarez) and holds executive sessions of non-management and independent directors .
Fixed Compensation
| 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | — |
| Stock Awards ($) | — |
| Total ($) | — |
Traeger’s Director Compensation Program covers “Eligible Directors” (not affiliated with AEA, OTPP, or TCP). Given Ho’s affiliation with AEA, he is not an Eligible Director and no cash or equity director compensation was disclosed for him in 2024 .
Performance Compensation
| Element | Details |
|---|---|
| Director performance-based pay | None disclosed; Eligible Directors receive time-based RSUs (annual ~$192,500) with one-year vesting; performance metrics are not part of director equity grants . |
Other Directorships & Interlocks
- Significant stockholder affiliation: AEA Investors Fund VI LP beneficially owns ~25.7% of COOK and holds board designation rights under the Stockholders Agreement; Ho is an AEA-affiliated director, creating potential alignment with AEA’s governance rights .
- Controlled company: Investors (AEA, OTPP, TCP) collectively hold >50% voting power, allowing Traeger to rely on certain NYSE controlled-company exemptions, though the Board currently maintains independent committees .
- Investor consent rights: For as long as AEA/OTPP/TCP (with ≥2 designees each) collectively own ≥30% of IPO shares, certain major actions (e.g., change in control, large asset transactions, board size changes, CEO termination/hiring, insolvency actions) require prior written consent of these investors—an interlock that can influence strategic decisions .
Expertise & Qualifications
- Skills matrix marks Ho with experience in executive management, finance/accounting, strategic transactions, industry, risk management, and human capital/environment/climate; customer/market insights also indicated. Public company board experience is not marked for Ho in the matrix .
- Board biography emphasizes knowledge of consumer businesses, corporate strategy, finance, and governance .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Total beneficial ownership (shares) | — (none reported) |
| Ownership as % of shares outstanding | — (none reported) |
| Vested RSUs outstanding | — (none reported) |
| Unvested RSUs outstanding | — (none reported) |
| Shares pledged as collateral | Not disclosed |
Insider trading policy prohibits hedging transactions (e.g., collars, swaps); policy details are referenced, but pledging prohibitions are not explicitly stated in the proxy summary .
Governance Assessment
- Board effectiveness: Active service on the Compensation Committee overseeing CEO pay goals, executive incentive plans, recovery policy, and director pay recommendations. Committee met 7 times in 2024 and uses an independent consultant (Meridian), with the committee determining no consultant conflicts—positive process rigor .
- Independence vs affiliation: While the Board classifies Ho as independent, his AEA affiliation plus AEA’s significant ownership and consent rights can create perceived influence over major corporate actions. This is a potential governance tension, especially on compensation and strategic matters, though formal independence is maintained .
- Attendance and engagement: Board recorded ≥75% attendance for all directors and five total Board meetings in 2024, indicating minimum engagement standards met .
- Compensation alignment: No COOK director cash/equity compensation disclosed for Ho in 2024 due to non-eligibility, which reduces personal pay-related conflicts but also limits equity “skin-in-the-game” alignment; Security Ownership shows no shares reported for Ho—low alignment signal relative to Eligible Directors who hold RSUs .
- Related-party risk: Traeger outsources certain customer support services to a third party partially owned by OTPP and TCP ($5.3M in 2024), though not AEA; Audit Committee reviews related party transactions under a formal policy. Investor consent rights across AEA/OTPP/TCP remain the more material interlock risk for governance .
- RED FLAGS:
- Controlled company structure with investor consent rights over major actions can constrain Board autonomy and raise minority shareholder protection concerns .
- AEA affiliation with no reported personal share ownership or director equity for Ho reduces ownership alignment signals versus independent, Eligible Directors who accrue RSUs .