Andriana D. Majarian
About Andriana D. Majarian
Independent director since 2020; age 52; five years of board tenure. Executive Director at Valley Children’s Healthcare Foundation and former Global Head of Customer Success at TELUS Agriculture with global operations oversight across North America, South America, Australia, and Europe; alumna of California State University, Fresno. Skills include technology-driven business solutions, sales and agribusiness, and leadership of cross-functional teams. Name appears as “Andriana D. Majarian” and “Adriana D. Majarian” in the proxy; classified as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TELUS Agriculture | Global Head of Customer Success | Not disclosed | Led global business operations and SaaS model; built technology-driven services across ag/food/CPG industries |
| Big Fresno Fair | Past President | Not disclosed | Community leadership; board service referenced |
| Friends of the Fair | Past President | Not disclosed | Community leadership; board service referenced |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valley Children’s Healthcare Foundation | Executive Director | Not disclosed | Current role; nonprofit healthcare foundation leadership |
Board Governance
- Independence: Independent director under Nasdaq rules.
- Committees: Executive Committee member (established April 1, 2024); Nomination & Governance Committee member; Strategic Planning Committee member. Not on Audit or Compensation Committees.
- Committee activity: Compensation (6 meetings, 2024); Nomination (2); Strategic Planning (3); Executive Committee (did not meet in 2024).
- Board attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all 15 directors attended the 2024 Annual Meeting.
- Stock ownership policy: Minimum 2,000 shares required; all directors and NEOs, including Ms. Majarian, were in compliance as of December 31, 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $34,800 | Standard director fee; members do not receive meeting fees; only committee chairs receive $200 per meeting chaired |
| Committee chair fees | $200/meeting | Applies to committee chairs; Ms. Majarian is a member (not chair) of Nomination & Governance and Strategic Planning |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock | May 30, 2024 | 1,820 | $30,000 | One-year vesting from grant; subject to forfeiture during vesting period |
No director performance-based metrics disclosed; equity is time-based restricted stock rather than PSU/TSR metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy biography for Ms. Majarian |
| Interlocks | None disclosed; Executive Committee includes independent directors (Doyle, Bartlein, Lokey, Majarian, McDonald) with CEO and President as advisors, but no related-party transactions noted |
Expertise & Qualifications
- Strategic planning/oversight; executive experience; corporate governance/ethics; technology; mergers & acquisitions; financial/accounting; legal/regulatory compliance; HR/compensation (skills matrix indicates breadth across the board; Majarian column shows participation across key skill categories). Board tenure: 5 years.
- Sector expertise: Agriculture and technology-enabled services; SaaS leadership; multi-geography operations (from TELUS Agriculture experience).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 19,049 | Beneficially owned as of record date; less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | 19,061,009 shares outstanding; proxy marks “*” indicating <1% |
| Held via trust | 12,240 | Ms. Majarian is trustee; included in beneficial ownership total |
| Unvested restricted stock (voting eligible) | 1,820 | Granted May 30, 2024; unvested but voting rights retained |
| Stock ownership guideline | 2,000 shares minimum | All directors in compliance as of Dec 31, 2024 |
Insider Trades
| Date | Form | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | Section 16 filings are accessible via company website; specific Form 4 details not included in DEF 14A |
Governance Assessment
- Strengths: Independent status; multiple committee roles including Executive Committee (oversight signal); strong attendance disclosure; ownership alignment (19,049 shares with trust holdings and unvested RS). Anti-hedging/anti-pledging policy in place; clawback policy applicable to senior executives; directors receive mix of cash and time-based equity, aligning incentives while limiting risk.
- Compensation structure: Non-employee directors receive modest cash retainers and annual RS grants (1,820 shares; $30,000 FV); no per-meeting fees; chairs receive small fees—reduces incentives for excessive meetings and emphasizes stable oversight.
- Shareholder signals: Say-on-pay support at ~94% reflects favorable investor sentiment toward compensation governance (executive program), indirectly supporting board credibility.
- Conflicts and related-party exposure: No material related-party transactions >$120,000; related-party loans made on market terms and exempt from Sarbanes-Oxley prohibitions; board uses ethics-based disclosure/approval process.
- Observations/Watch items: Executive Committee did not meet in 2024 (newly established April 1, 2024); monitor activation and cadence in 2025+. Director equity is time-based (no performance gates), common for banks but provides limited performance linkage.