Jennifer Grafton
About Jennifer S. Grafton
Jennifer S. Grafton, 49, has served as an independent director of Dakota Gold Corp. since March 2022 and is Chair of the Compensation Committee; she also serves on the Audit, Nominating & Corporate Governance, and ESG Committees, and qualifies as an “Audit Committee Financial Expert.” She previously held senior legal and governance roles at E2open (EVP & General Counsel, Mar 2023–May 2024; SVP & Deputy General Counsel, Jan 2021–Feb 2023) and Westmoreland Coal Company (Chief Legal Officer, Chief Administrative Officer and Secretary, Dec 2008–Jul 2019). She holds an MBA from the University of Michigan, a JD from the University of Denver, and a BA in politics and government from the University of Puget Sound .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E2open Parent Holdings Inc. (NYSE: ETWO) | Executive Vice President & General Counsel | Mar 2023–May 2024 | Senior legal leadership for public SaaS; governance oversight |
| E2open Parent Holdings Inc. (NYSE: ETWO) | Senior Vice President & Deputy General Counsel | Jan 2021–Feb 2023 | Corporate governance and securities |
| Westmoreland Coal Company (NASDAQ: WLB) | Chief Legal Officer, Chief Administrative Officer & Secretary | Dec 2008–Jul 2019 | Led legal, administration, governance through industry cycles |
| Denver-based and national law firms | Corporate Associate (Securities & Governance) | Prior to 2008 | Focused on securities and corporate governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmland Partners Inc. (NYSE: FPI) | Lead Independent Director; Chair of Compensation Committee | Since Mar 2023 | Board leadership; oversees executive/director pay |
Board Governance
- Board independence and composition: DC’s board has six members, three of whom are independent; the company identifies Grafton, Koenig, and Schroeder as independent directors .
- Committee assignments (DC): Compensation (Chair), Audit (member), Nominating & Corporate Governance (member), ESG (member). Audit Committee chaired by Schroeder with members Grafton and Koenig; Grafton is an Audit Committee Financial Expert .
- Meeting cadence and attendance: In FY2024 the Board met six times (4 regular, 2 special); committees met 4 (Audit), 4 (Compensation), 3 (Nominating & Corporate Governance), 3 (Technical), 3 (ESG). Each incumbent director attended all regularly scheduled Board and committee meetings on which they served in FY2024; all directors attended the May 14, 2024 annual meeting .
- Charters: Committee charters are posted (Audit, Compensation, Nominating & Corporate Governance, Technical, ESG) .
- Shareholder support: At the May 13, 2025 meeting, Grafton received 46,708,796 votes “For” with 7,856,141 “Withheld” and 11,248,692 broker non-votes, indicating solid investor support .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Cash fees (retainer/quarterly) | 50,000 | $12,500 per quarter |
| Committee chair fees | Not separately disclosed | Grafton chaired Compensation; no separate chair fee disclosed |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Equity Instrument | Grant Date | Grant Fair Value ($) | Vesting |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Mar 1, 2024 | 100,000 | Vests ratably on the three anniversaries following grant |
- Options: No option awards to non-executive directors for FY2024; Grafton’s director equity in 2024 consisted of RSUs .
- Performance metrics: No director-specific performance metrics tied to compensation disclosed; RSUs vest time-based .
Other Directorships & Interlocks
| Company | Role | Committee Role | Interlock/Conflict Notes |
|---|---|---|---|
| Farmland Partners Inc. (NYSE: FPI) | Lead Independent Director | Chair, Compensation Committee | External board service disclosed; DC states no compensation committee interlocks/insider participation |
- Compensation Committee Interlocks: DC discloses “No executive or director of the Company serves as a member of the compensation committee or board of directors of another entity” under interlocks, indicating no problematic cross-appointments; note this reflects DC’s interlock assessment rather than a prohibition on outside directorships .
Expertise & Qualifications
- Recognized “Audit Committee Financial Expert” and serves on DC’s Audit Committee .
- Deep governance and legal background across public companies; prior executive roles in legal and administration .
- Education: MBA (University of Michigan), JD (University of Denver), BA (University of Puget Sound) .
Equity Ownership
| Metric | As of Record Date | Value/Amount |
|---|---|---|
| Beneficial ownership (2025) | Mar 14, 2025 | 152,736 shares; consists of 52,736 common shares and 100,000 vested options; <1% of outstanding (99,032,807) |
| Beneficial ownership (2024) | Mar 20, 2024 | 125,151 shares; consists of 25,151 common shares and 100,000 vested options; 0.14% |
- Vested vs. unvested: Counts above include shares and vested options; unvested director RSUs are not included in beneficial ownership unless vesting within 60 days; RSU grant/vesting schedule disclosed separately .
Governance Assessment
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Strengths
- Independent director with multi-committee engagement; Chair of Compensation; Audit Committee Financial Expert—enhances board oversight of pay, controls, and governance .
- Full scheduled meeting attendance in FY2024 and strong shareholder support at 2025 election—positive engagement and investor confidence signals .
- Transparent committee charters and clearly defined scopes; Compensation Committee empowered to retain independent advisors .
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Potential Risks / RED FLAGS
- Board independence exactly at half (3 of 6) may constrain independent majority dynamics in contentious votes; monitor future board composition and independence balance .
- Related party transaction framework: DC does not have a formal written RPT policy (relies on Audit Committee charter and code of ethics review), which may present process risk versus peers with formal policies .
- Share reserve expansion: 2025 shareholder approval to increase the 2022 Stock Incentive Plan from 6,250,000 to 10,750,000 shares increases potential dilution; monitor use/allocation and alignment to performance .
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Net view: Grafton’s legal/governance pedigree, committee leadership, and audit expertise support board effectiveness; attendance and shareholder support bolster confidence. Process discipline on related-party reviews and equity plan usage should be monitored to ensure continued alignment with shareholder interests .