Jennifer Grafton
About Jennifer S. Grafton
Independent director at Farmland Partners Inc. (FPI) since March 2023; age 48 as of March 24, 2025. Former EVP, General Counsel and Corporate Secretary at E2open (2023–May 2024); previously CAO/CLO at Westmoreland Coal (2008–2019), where the company filed Chapter 11 in October 2018 and emerged March 2019; earlier governance/securities law practice in Denver firms. Education: B.A. (University of Puget Sound), J.D. (Order of the Coif, University of Denver Sturm College of Law), M.B.A. with Highest Honors (University of Michigan Ross) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E2open Parent Holdings, Inc. | EVP, General Counsel & Corporate Secretary | Mar 2023–May 2024 | Senior legal/governance leadership |
| E2open Parent Holdings, Inc. | Deputy General Counsel & Assistant Secretary | Jan 2021–Mar 2023 | Corporate governance |
| Westmoreland Coal Company | Chief Administrative Officer & Chief Legal Officer | 2008–2019 | Led through bankruptcy (filed Oct 2018, emerged Mar 2019) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dakota Gold Corporation (public) | Independent Director | Appointed 2021–present | Chair, Compensation; Member, Audit; Member, Nominating & Governance |
Board Governance
- Independence: Board affirmatively determined Grafton is independent under NYSE and SEC rules .
- Lead Independent Director: Serves as LID; responsibilities include presiding when Chair absent, scheduling executive sessions at least twice per year, coordinating agendas/materials quality, and committee self-evaluations; expected to continue if re-elected .
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member). Audit Chair is John A. Good; Grafton is LID (+) .
- Meeting cadence and attendance: FY2024—Board met 4 times; Audit met 6; Compensation met 3; Nominating met 3. Each director then serving attended at least 75% of applicable Board and committee meetings .
- Executive sessions: Non-management directors meet regularly in executive session led by the LID .
Fixed Compensation
Policy framework for independent directors:
- Annual cash retainer: $37,500; committee service fee: $2,500 (flat, regardless of number of committees). Chair fees: Audit $7,500; Compensation $5,000; Nominating & Governance $2,500; Lead Independent Director: $7,500 (with reduced stacking if also Audit Chair) .
FY2024 actual director compensation (Jennifer S. Grafton):
| Metric | FY 2024 |
|---|---|
| Fees Paid in Cash ($) | $49,375 |
| Equity Awards – Grant Date Fair Value ($) | $43,160 (restricted shares granted Apr 29, 2024) |
| Dividends on Unvested Restricted Stock ($) | $1,560 |
| Total ($) | $94,095 |
Performance Compensation
- Annual equity grant: Restricted shares of Common Stock granted April 29, 2024; fair value $43,160. Dividends paid on unvested shares totaled $1,560 for FY2024 .
- Vesting/performance metrics: Director equity described as restricted stock; the proxy does not disclose director-specific performance conditions for these grants (NEO performance metrics are separate; see Compensation Committee section) .
| Equity Award Detail | Value/Date |
|---|---|
| Restricted Stock Grant – Grant Date | Apr 29, 2024 |
| Grant Date Fair Value ($) | $43,160 |
| Dividends on Unvested Shares ($, FY2024) | $1,560 |
Other Directorships & Interlocks
- Public company: Dakota Gold Corporation—Compensation Chair; Audit and Nominating & Governance member .
- Interlocks/conflicts: No related-party transactions disclosed involving Grafton in FPI proxy; FPI maintains a formal Related Party Transaction policy with Audit Committee review/approval .
Expertise & Qualifications
- Legal/governance expertise from GC/CLO roles in public companies and prior law firm practice .
- Board leadership: Current Lead Independent Director; Compensation Committee Chair .
- Education: B.A. (Puget Sound), J.D. (Univ. of Denver; Order of the Coif), M.B.A. (Michigan Ross; Highest Honors) .
Equity Ownership
- Beneficial ownership: 12,000 shares; <1% of outstanding Common Stock (aggregate 45,990,382 outstanding as of Mar 10, 2025) .
- Director stock ownership guidelines: Non-employee directors must hold ≥$100,000 of FPI stock; as of Dec 31, 2024, each of four non-employee directors held over $100,000 (Grafton included) .
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jennifer S. Grafton | 12,000 | <1% | Meets ≥$100k guideline as of 12/31/2024 |
Compensation Committee Analysis
- Committee composition: All independent; Grafton serves as Chair .
- Consultant: Alvarez & Marsal engaged (Nov 2022; most recently early 2024) to advise on executive and director compensation, performance-based equity awards, and metrics; services limited to comp support for decision-making .
- Clawbacks: Company-wide Compensation Recoupment Policy applies to awards; equity plan prohibits repricing without stockholder approval .
Governance Assessment
- Board effectiveness: Grafton’s dual roles as Lead Independent Director and Compensation Chair strengthen independent oversight (agenda-setting, executive sessions, pay governance). Attendance thresholds met across FY2024 .
- Independence & alignment: Independent status affirmed; meaningful equity exposure via ownership guidelines and annual restricted stock grants—aligns incentives with stockholders .
- Pay structure: Mix of modest cash retainer plus equity grants; chair/LID fees reflect responsibility without excessive guaranteed cash; no meeting fees disclosed—supports pay-for-governance balance .
- Consultant independence: Use of A&M for compensation advice suggests process rigor; scope limited to compensation topics for executives/directors .
- RED FLAGS:
- Prior bankruptcy involvement: Westmoreland Coal’s Chapter 11 during her CAO/CLO tenure (context risk; not a related-party issue at FPI) .
- Related-party exposure: None disclosed involving Grafton; policy codifies audit oversight of any related-person transactions .
- Hedging/pledging: No pledging or hedging disclosures specific to Grafton; not indicated in principal ownership table (no pledge notation for her) .
Overall, Grafton brings seasoned legal and governance expertise, occupies critical independent leadership roles (LID, Comp Chair), and demonstrates ownership alignment under FPI’s guidelines—supportive of investor confidence. Monitoring remains prudent for compensation decisions (metric rigor, dilution under plan amendments) and any emerging interlocks or related-party matters, but current disclosures show robust governance practices .