Michelle Walker
About Michelle Walker
Michelle Walker (age 50) is an independent director of Jewett-Cameron Trading Company Ltd. since June 4, 2021. She is a brand strategist with prior leadership roles including CEO of Sock It to Me, and senior positions at PepsiCo (Senior Director/GM for Lays and Ruffles), plus valuation consulting at PricewaterhouseCoopers; she holds a BA in Economics & Psychology (UC San Diego) and an MBA (UT Austin McCombs) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sock It to Me, Inc. | Chief Executive Officer | Not disclosed | Led consumer brand strategy and organizational alignment |
| PepsiCo (Frito-Lay) | Senior Director & GM, Lays/Ruffles; other senior roles | Not disclosed | Responsible for business strategy, brand positioning, product and sales strategy |
| PricewaterhouseCoopers | Senior Consultant, Valuation Services | Not disclosed | Led business analyses and valuations for corporate clients and REITs |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None reported as a director of other reporting issuers | — | — | Company states none of the current/proposed directors served on other reporting issuers in FY2024 |
Board Governance
- Independence: The Board identifies Ms. Walker as independent within NI 58-201; majority of the Board is independent .
- Committee assignments: Chair, Corporate Governance Committee; members include Michelle Walker (Chair), Mike Henningsen, Subriana Pierce .
- Committee mandate: Oversees governance policies, conflicts, ESG, board composition/skills/diversity, nominations, committee membership/chair selection, director evaluation and education, and shareholder proposal review .
- Attendance & engagement: Board held 10 meetings and Audit Committee 5 in FY2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Board Chair is independent (Charles Hopewell as of Jan 1, 2025) .
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Share-Based Awards (Grant Value) | Options | Meeting/Committee Fees | Total |
|---|---|---|---|---|---|
| 2024 | $12,000 | $495 | $0 (none granted/outstanding) | None disclosed (no additional amounts for committee participation or special assignments) | $12,495 |
- Director equity program: Directors receive 25 common shares per fiscal quarter; 575 shares issued to directors in Dec 2023 (value $2,846) and 750 shares in Dec 2024 (value $3,375) under the Restricted Share Plan; director shares issued without a Restricted Period under S-8 for directors .
Performance Compensation
| Component | Metrics | Vesting/Conditions | Status |
|---|---|---|---|
| Performance-based director pay | None disclosed for directors | N/A | No performance metrics tied to director compensation; no options outstanding |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public reporting issuers) | — | — | Company states none of the directors served on other reporting issuers in FY2024 |
Expertise & Qualifications
- Brand-building, B2B/B2C strategy, product development, sales strategy; PepsiCo senior leadership (Lays/Ruffles GM) .
- Valuation and financial analysis background from PwC Valuation Services .
- Education: BA Economics & Psychology (UC San Diego); MBA (UT Austin McCombs) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged/Hedged |
|---|---|---|---|---|---|
| Michelle Walker | 325 | 0.01% (based on 3,518,119 shares outstanding) | No unvested awards outstanding as of FY2024 year-end | None; no options outstanding | No pledging disclosed; no indebtedness |
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance Committee with a broad mandate over governance, conflicts, ESG, board composition and evaluations—supports board effectiveness and investor confidence . Attendance met the 75% threshold in FY2024, indicating engagement .
- Alignment: Director pay mix is modest cash retainer plus small equity grants; immediate vesting of director shares (no restricted period) suggests alignment via ownership but with limited at-risk duration; personal ownership is small at 0.01% (325 shares) .
- Conflicts/Related Parties: No related-party transactions, indebtedness, or material interests disclosed; Board maintains a Code of Ethics and whistleblower policy and emphasizes conflict oversight via Audit and Governance committees .
- Compensation governance: Compensation Committee is fully independent, met three times, sometimes in executive session, and reports no interlocks—reduces risk of pay-setting conflicts; Corporate Governance Committee recommended no changes to director compensation for FY2025 .
Risk Indicators & RED FLAGS
- Legal proceedings/bankruptcy: None disclosed for proposed directors within the last 10 years .
- Related-party transactions/loans: None disclosed; no indebtedness of directors/officers .
- Hedging/pledging: No pledging disclosed .
- Insider filings: Company notes one late Form 3 for a newly appointed Director during FY2024; no specific issue named for Ms. Walker .
- Say-on-pay: Advisory vote proposed; historical approval percentages not disclosed .
Compensation Committee Analysis
| Element | Details |
|---|---|
| Composition | Chris Karlin (Chair), Geoffrey Guilfoy, Sarah Johnson — all independent |
| Meetings & process | Met 3 times in FY2024; sometimes met in executive session without management |
| Interlocks | None among members and executive officers in FY2024 |
| Scope | Oversees overall compensation structure, incentive/equity plans, succession planning, leadership development, and shareholder say-on-pay feedback |
| Charter access | Available on company website |
Insider Trades
| Director | Recent Form 4 Transactions | Notes |
|---|---|---|
| Michelle Walker | Not disclosed in proxy | Company’s Section 16 review noted one late Form 3 for a newly appointed Director; no individual detail provided for Ms. Walker |
Director Compensation (Detail)
| Director | Fees Earned ($) | Share-Based Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Michelle Walker | 12,000 | 495 | 0 | 0 | 12,495 |
Additional Context
- Board and Committee Activity: Board held 10 meetings; Audit Committee 5; Compensation Committee 3 in FY2024 .
- Governance Policies: Corporate Governance Committee oversees conflicts, ESG, board composition, nominations, evaluations, and shareholder proposals; Code of Ethics and whistleblower procedures in place .
- Equity Plans: Directors receive quarterly share grants; Restricted Share Plan limit equals 1% of outstanding shares; 2024 RSA Plan approved by Board (subject to shareholder approval), with change-in-control vesting acceleration .
Stock Performance Reference (Company-Level)
- Closing prices used in pay-versus-performance disclosure: $10.60 (Aug 31, 2021); $6.36 (Aug 31, 2022); $4.52 (Aug 31, 2023); $4.61 (Aug 31, 2024) .