Charles Hopewell
About Charles Hopewell
Charles E. Hopewell (age 68) is the independent Board Chair of Jewett-Cameron Trading Company Ltd. (JCTC), serving as a director since February 2017 and as Board Chair since January 2022 . He previously served as JCTC’s President, CEO, and Interim CFO from February 2017 to January 1, 2022, and holds a Finance degree from the University of Oregon and an MBA from Willamette University’s Atkinson School of Management . His background spans senior leadership roles in manufacturing with Sunset Manufacturing and Aluminite, and he remains engaged in workforce policy and K-12 CTE/STEM initiatives at board level in Oregon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewett-Cameron Trading Company Ltd. | President, CEO, Interim CFO | Feb 2017 – Jan 1, 2022 | Led operations and finance; transitioned to Board Chair |
| Sunset Manufacturing Inc. | Chief Executive Officer | 2012 – 2016 | Senior management responsibilities (sales, plant, finance) |
| Aluminite Corporation | Chief Operating Officer | 2006 – 2012 | Oversaw operations across manufacturing domains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oregon CTE/STEM Employer Coalition | Board-level involvement (policy engagement) | Ongoing | Workforce policy and K-12 CTE education |
| Local Oregon school district | Board-level involvement | Ongoing | Community education initiatives |
| Other public reporting issuers | None | N/A | No JCTC directors served on boards of other reporting issuers in fiscal 2024 |
Board Governance
- Independence: The Board comprises a majority of independent directors; Hopewell is independent and serves as Board Chair as of January 1, 2025 .
- Committees: Member of the Audit Committee (added January 10, 2025); Audit Committee chaired by Geoffrey Guilfoy; Compensation Committee chaired by Chris Karlin; Corporate Governance Committee chaired by Michelle Walker .
- Attendance: In fiscal 2024, the Board held 10 meetings and the Audit Committee held 5; all Board members attended at least 75% of Board and committee meetings .
- Audit financial expert: Geoffrey Guilfoy is designated as the audit committee financial expert; Hopewell is financially literate per NI 52-110 but not designated the expert .
- Chair responsibilities: Coordinates agendas and materials, presides at Board and shareholder meetings .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $18,000 | Non-employee director cash retainer policy; no meeting fees |
| Share-based awards (granted) | $495 | Directors receive 25 shares per fiscal quarter; distributed by end of Q1 following year |
| Option awards | $0 | Stock option plan terminated in Q2 FY2020; no options outstanding |
| Other compensation | $0 | No pension or consulting arrangements |
Narrative points:
- Directors receive quarterly equity via the Restricted Share Plan; 575 shares were issued to directors in Dec 2023 (value $2,846) and 750 shares in Dec 2024 (value $3,375), consistent with 25 shares per quarter policy .
- No additional fees for committee memberships or meeting attendance; no consulting fees .
Performance Compensation
| Performance Metric | FY2024 Application | Details |
|---|---|---|
| Performance-based cash bonus | Not applicable | No non-equity incentives for directors |
| Performance-vested equity (PSUs/RSUs with metrics) | Not disclosed/Not applicable | Director equity grants under Restricted Share Plan; no performance metrics disclosed |
| Value vested in year (share-based) | $450 | Hopewell’s share-based awards value vested |
No director-specific performance metrics (e.g., TSR, EBITDA, ESG) are disclosed for director compensation; director equity is time-based under the Restricted Share Plan with some director issuances noted as having no restricted period under S-8 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None for JCTC directors during fiscal 2024 |
| Compensation committee interlocks | None in fiscal 2024 |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Manufacturing leadership: 36+ years in senior roles (CEO/COO) across manufacturing; broad exposure to sales, marketing, plant/equipment, personnel, and finance .
- Education: B.S. in Finance (University of Oregon); MBA (Willamette University, Atkinson School) .
- Policy engagement: Board-level involvement in workforce policy and K-12 CTE/STEM initiatives .
- Financial literacy: Audit Committee member; all Audit members are financially literate per NI 52-110; audit committee expert designation is held by Guilfoy .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 19,828 |
| Ownership as % of outstanding | 0.56% (based on 3,518,119 shares) |
| Options (exercisable/unexercisable) | None (no options outstanding) |
| Unvested director share awards at FY-end | None (for directors) |
| Shares pledged as collateral | Not disclosed |
| Section 16 filings compliance | Company reports compliance; one late Form 3 for a newly appointed director (not specified as Hopewell) |
Governance Assessment
- Board effectiveness: Hopewell’s deep operating background and prior CEO/CFO experience support oversight; independent Board Chair status and membership on Audit strengthens engagement but concentrates roles at the top—monitor balance across committees given best practices typically prefer separation of Board Chair and key committee leadership .
- Independence and attendance: Independent status, strong Board/committee attendance, and financially literate Audit Committee composition bolster governance quality .
- Alignment and pay: Modest cash retainer with small, periodic equity grants suggests cost discipline and baseline alignment; no meeting or committee fees and no option grants limit risk of pay inflation or misaligned incentives .
- Conflicts/related-party exposure: No indebtedness, no related-party transactions, and no disclosed external public boards reduce interlock/conflict risks .
RED FLAGS: None disclosed regarding related-party transactions, indebtedness, option repricing, pledging/hedging, or legal proceedings; legal and bankruptcy checks report no adverse findings over past 10 years for proposed directors . Potential concentration of roles (Board Chair serving on Audit) merits continued monitoring for checks and balances, though Audit remains chaired by an independent financial expert (Guilfoy) .