Chad Summers
About Chad Summers
Chad Summers, age 51, is President, CEO, and Director of Jewett‑Cameron Trading Company Ltd. (JCTC). He joined the company in 2019, became President in May 2021, CEO on January 1, 2022, and was appointed to the Board in November 2022; he holds a B.A. in Business Administration from the University of Puget Sound’s Business Leadership Program with emphasis on International Business . During his tenure, JCTC’s fiscal 2024 revenue was $47.1 million vs. $54.3 million in 2023; net income improved to $0.72 million in 2024 from a loss in 2023, aided by a $2.45 million arbitration settlement; the proxy’s pay-versus-performance table shows cumulative TSR value of $43.49 for a $100 initial investment by FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International lumber brokering business | Co-owner/Leader | Not disclosed | Oversaw and managed suppliers in China and SE Asia; relevant to Greenwood division |
| West coast regional accounting firm (consulting practice) | Built consulting practice supporting manufacturers | Not disclosed | Established deep network across manufacturing and professional services; growth execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Summers |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 266,667 | 295,833 | 300,000 |
| Share-based Awards ($) | 19,500 | 30,428 | 30,000 |
| Non-Equity Annual Incentive ($) | 78,100 | 39,572 | 17,133 |
| All Other Compensation ($) | 23,100 | 20,500 | 22,500 |
| Total Compensation ($) | 359,767 | 386,333 | 369,633 |
| FY 2025 Plan Elements | Value |
|---|---|
| CEO Base Salary | $300,000 |
| Target Annual Bonus | 50% of base salary |
| Annual Car Allowance | $12,000 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual (FY 2024) | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Annual Non‑Equity Bonus | Board discretion; no rigid formula | N/A | 50% of base for FY2025 | $17,133 (FY2024) | Cash | N/A |
| Restricted Share Awards (RSAs) | Time-based (Restricted Period) | Equity | $30,000 grant value (FY2024) | $10,583 vested value (FY2024) | Shares | 3-year Restricted Period for officer/employee grants |
Notes:
- Company terminated its stock option plan in FY2020; no options outstanding .
- RSA Plan provides for acceleration of vesting upon Change in Control (single-trigger acceleration) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Shares Owned | 16,068 shares (0.46% of 3,518,119 outstanding at record date) |
| Unvested RSUs/Share Awards | 9,730 shares; market/payout value $44,855 at $4.61 |
| Stock Options | None outstanding; plan terminated |
| Ownership Guidelines | Not disclosed in proxy |
| Pledging/Hedging | Not disclosed |
| Director Fees | Summers receives no director compensation |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start (Company/Role) | Joined Oct 2019; President May 2021; CEO Jan 1, 2022 |
| Contract Term/Expiration | No employment contracts disclosed except “Management Contracts”; none specified |
| Severance | No arrangements where NEOs receive > C$50,000 upon resignation, change of control, or change in responsibilities (FY2024 disclosure) |
| Change‑in‑Control | RSA Plan: awards accelerate on Change in Control (single-trigger) |
| Non‑Compete/Non‑Solicit/Garden Leave | Not disclosed |
| Clawbacks/Tax Gross‑ups | Not disclosed |
| Pension/SERP | No pension arrangements; 401(k) contributions $22,500 in FY2024 |
| Perquisites | Car allowance $12,000 in FY2025 plan |
Board Governance
- Role: Director since Nov 2022; not independent (current officer) .
- Board Chair: Charles Hopewell, independent .
- Committee Memberships: Summers is not listed on Audit, Compensation, or Governance committees .
- Board/Committee Activity: Board held 10 meetings; Audit Committee held 5; all members attended ≥75% of meetings in FY2024 .
- Committee compositions (independent): Audit (Guilfoy Chair; Karlin; Wendler; added Hopewell Jan 10, 2025) ; Compensation (Karlin Chair; Johnson; Guilfoy) ; Governance (Walker Chair; Henningsen; Pierce) .
Director Compensation (Board context)
| Director | Fees Earned ($) | Share‑based Awards ($) | Total ($) |
|---|---|---|---|
| Charles Hopewell | 18,000 | 495 | 18,495 |
| Geoffrey Guilfoy | 12,000 | 495 | 12,495 |
| Sarah Johnson | 12,000 | 495 | 12,495 |
| Chris Karlin | 12,000 | 495 | 12,495 |
| Michelle Walker | 12,000 | 495 | 12,495 |
| Mike Henningsen | 12,000 | 371 | 8,371 |
| Subriana Pierce | 8,000 | 0 | 8,000 |
| Ian Wendler | 8,000 | 0 | 8,000 |
Notes:
- Directors (non‑NEO) receive quarterly RSA grants; 750 shares issued in Dec 2024 valued at $3,375 .
- Summers receives no director pay .
Company Performance (during Summers’ tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | — | 54,289,303 | 47,145,176 |
| Net Income ($) | 1,164,123 | (20,626) | 721,753 |
| TSR – $100 Initial Value | 60.00 | 42.64 | 43.49 |
Operational highlights:
- Diversified sourcing (Canada, Bangladesh, Vietnam, Malaysia, Taiwan) to mitigate 25% China tariffs; expected margin benefits .
- Distribution expansion plans to add Eastern U.S. 3PL center; expected lower delivery costs and faster shipping .
- Strong balance sheet: cash $4.85m; current ratio 8.57 at Aug 31, 2024 .
- Arbitration settlement of $2.45m received Oct 2023 boosted FY2024 other income .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM results: Say‑on‑pay approved (For 1,450,554; Against 480,104; Non‑votes 530,494). Directors elected; auditors ratified; Restricted Share Plan approved .
Compensation Structure Analysis
- Mix: Cash salary stable at $300k; annual bonus paid materially below target in FY2024 ($17k), reflecting discretionary board assessment amid softer revenue/margins .
- Equity: RSAs with 3‑year time vest; no performance‑share program disclosed; no stock options outstanding (lower leverage to upside) .
- CIC Economics: Single‑trigger acceleration under RSA Plan increases change‑in‑control payout sensitivity without requiring termination; no separate cash severance disclosed .
- Governance: Independent chair and fully independent key committees mitigate dual‑role independence concerns (CEO also director) .
Risk Indicators & Red Flags
- Pledging/Hedging: Not disclosed .
- Clawbacks/Tax Gross‑ups: Not disclosed .
- Legal proceedings: None for directors; company notes routine matters only; one arbitration settled favorably .
- Customer concentration: Top customer 36% of sales in FY2024; top 10 customers 88% of sales (execution risk) .
Equity Ownership & Vesting Pressure
| Component | Amount |
|---|---|
| Direct beneficial ownership | 16,068 shares |
| Unvested RSAs | 9,730 shares; $44,855 value at $4.61 |
| Near‑term vesting | RSAs vest over 3 years; potential periodic selling to cover taxes per plan withholding rules |
Compensation Committee & Peer Benchmarking
- Compensation Committee: Independent; met three times in FY2024; uses board judgment; no rigid formulas; no disclosed external peer group or target percentile .
Investment Implications
- Pay-for-performance alignment: Discretionary bonus with below‑target payouts in FY2024 aligns with challenged revenue/margins, but absence of disclosed performance metrics or PSUs reduces direct linkage to shareholder outcomes .
- Retention and CIC risk: No cash severance or employment contract reduces fixed retention costs; however, single‑trigger RSA acceleration could incentivize support for strategic transactions while increasing dilution risk at change‑in‑control .
- Insider selling pressure: RSAs with time-based vesting and tax-withholding mechanics can create predictable selling windows; current unvested 9,730 shares are modest vs. float but worth monitoring around vesting dates .
- Ownership alignment: Direct ownership of 0.46% and no options indicate moderate “skin in the game”; say‑on‑pay approval supports compensation framework, but stronger performance‑conditioned equity could improve alignment with TSR recovery efforts .
- Execution track record: Strategic sourcing diversification, distribution expansion, and brand initiatives are positive; high customer concentration and supply chain volatility remain key execution risks under Summers’ leadership .