Geoffrey Guilfoy
About Geoffrey Guilfoy
Geoffrey Guilfoy (age 74) is an independent director of Jewett-Cameron Trading Company Ltd., currently serving since August 8, 2019, with a prior term from May 2017 to December 2018. He is an audit committee financial expert and a career management consultant with 42+ years’ experience spanning consulting, state government, private, and non-profit sectors; he holds a BS in Management (Accounting) from San Jose State University and an MBA from Willamette University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumen Leaders LLC | Founder; Management consultant | Founded 2013; ongoing | Established consulting practice; executive education contributions |
| AKT LLP (regional CPA & consulting firm) | Partner in charge, Management Consulting Group | Prior to 2013 | Led consulting group; oversight of engagements |
| State Government | Management roles | 17 years | Public sector management and operations |
| Private and Non-profit sectors | Various roles | 4 years | Organizational leadership |
| Willamette University (Atkinson Graduate School of Management) | Executive Professor | 28 years | Taught management consulting, nonprofit management, and government |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Medical Teams International | Director | Current | Board service in global health non-profit |
| Institute of Management Consultants USA | National Board Member | Former | Professional standards and certification body |
| CoServe International | Board Member | Former | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair; members include Guilfoy (Chair), Hopewell, Karlin, Wendler; Compensation Committee member with Karlin (Chair) and Johnson; all committee members are independent.
- Independence: Classified as independent under the Exchange Act, Nasdaq standards, and NI 52-110; Board majority independent.
- Attendance and engagement: Board held 10 meetings and Audit Committee held 5 meetings in FY2024; all directors attended at least 75% of Board and committee meetings; Compensation Committee met 3 times.
- Audit oversight: Audit Committee reviewed FY2024 financials, auditor independence, and recommended inclusion in Form 10-K; Davidson & Company LLP is the long-time auditor since 1987.
- Leadership: Board Chair is Charles Hopewell (independent). No formal lead independent director disclosed.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $12,000 | FY2024 fees earned by Guilfoy |
| Committee chair/member fees | $0 | No additional fees for committee participation or special assignments |
| Meeting fees | $0 | Not paid |
| Director equity grants (annual) | $495 | Share-based awards (value) for FY2024; company grants 25 shares per fiscal quarter to directors, distributed by end of Q1 of following fiscal year |
| Aggregate director RS grants | 575 shares (Dec 2023, $2,846); 750 shares (Dec 2024, $3,375) | Issued to directors under Restricted Share Plan; directors’ shares issued without a Restricted Period under S-8 |
Performance Compensation
| Element | Metrics | Terms | Notes |
|---|---|---|---|
| Performance-based equity/bonus | None disclosed for directors | N/A | No director non-equity incentive or performance metrics disclosed; FY2024 director non-equity comp $0 |
| Restricted Share Plan mechanics | Time-based restrictions; directors’ shares can be issued without Restricted Period | Plan allows restricted shares to directors, officers, employees; directors’ grants in 2023 and 2024 noted without Restricted Period under S-8 | |
| Options | None outstanding | N/A | Stock option plan terminated; no director options outstanding |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (reporting issuers) in FY2024 | None for all current/proposed JCTC directors |
| Potential interlocks/conflicts | Not disclosed; Corporate Governance Committee monitors board service on other companies |
Expertise & Qualifications
- Audit committee financial expert designation; deep financial literacy and oversight experience.
- 42+ years in consulting, 17 years in state government management; extensive executive education experience.
- Degrees: BS in Management (Accounting), San Jose State University; MBA, Willamette University.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options (Exercisable/Unexercisable) | Unvested RS/DSU | Pledged as Collateral |
|---|---|---|---|---|---|
| Geoffrey Guilfoy | 650 | 0.02% (based on 3,518,119 shares) | None/None | None | Not disclosed |
Insider Trades
| Filing Type | Period | Disclosure |
|---|---|---|
| Section 16(a) compliance | FY2024 | Company states directors/officers/10% holders complied with Section 16(a) filings, except one late Form 3 for a newly appointed Director (not specified as Guilfoy). No specific Form 4 activity disclosed for Guilfoy. |
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with “financial expert” designation; committees are fully independent; strong attendance; Audit Committee demonstrates active oversight of financial reporting and auditor independence; Code of Ethics and whistleblower policy in place.
- Alignment: Modest equity exposure (650 shares, 0.02%); director equity grants are small ($495 FY2024) relative to cash retainer, with directors’ shares issued without a Restricted Period under S-8—limited long-term lock-up features for directors’ equity.
- Conflicts/related-party: No indebtedness to the company and no related-party transactions or material interests disclosed; board monitors conflicts through Audit Committee and Governance Committee charters.
- Risk indicators: No legal proceedings, penalties, sanctions, or bankruptcy involvement disclosed for proposed directors; no pledging/hedging disclosure noted; long-tenured external auditor (since 1987) with rising fees but Audit Committee affirms independence.