Mike Henningsen
About Mike Henningsen
Independent director of Jewett-Cameron Trading Company Ltd. (JCTC); age 62; resident of Washington, USA; serving since December 9, 2022 . Background spans operations and logistics leadership as Chairman & President of Henningsen Cold Storage (1999–2018), preceded by business banking at Wells Fargo; B.S. in Business Management and MBA from the University of Oregon . Current external governance roles include boards of Parr Lumber Company, Willamette Windows, and the Southwest Washington Chapter of the American Red Cross, plus advisory and trustee positions at Professional Benefit Services, Pacific University, and the Columbia River Maritime Museum . He is designated an independent director under Nasdaq and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henningsen Cold Storage | Chairman & President | 1999–2018 | Led multi-state logistics operations; industry leadership in IARW (Chair 2008–2009) |
| International Association of Refrigerated Warehouses (IARW) | Chairman | 2008–2009 | Industry advocacy and standards leadership |
| Wells Fargo | Business Banker | Not disclosed (prior to 1999) | Commercial banking experience |
External Roles
| Organization | Role | Sector/Type | Notes |
|---|---|---|---|
| Parr Lumber Company | Director | Building materials (private) | Current board service |
| Willamette Windows | Director | Building products (private) | Current board service |
| American Red Cross – SW Washington Chapter | Director | Nonprofit | Current board service |
| Professional Benefit Services (Salem) | Advisor | Services | Advisory role |
| Pacific University (Forest Grove, OR) | Board of Trustees | Academic | Trustee |
| Columbia River Maritime Museum (Astoria, OR) | Board member | Nonprofit | Board service |
Board Governance
- Independence and role: Independent director; member, Corporate Governance Committee (committee is fully independent; Chair: Michelle Walker) .
- Committees: Corporate Governance Committee (Michelle Walker—Chair; members: Mike Henningsen, Subriana Pierce) .
- Attendance: Board held 10 meetings in FY2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board structure: 9 directors; majority independent; Board Chair is independent as of Jan 1, 2025 (Charles Hopewell) .
- Other reporting issuer directorships: None of the current/proposed directors (including Henningsen) served as directors of other reporting issuers in the most recent year .
Fixed Compensation
| Item | FY2024 Amount (USD) |
|---|---|
| Director cash fees | $12,000 |
| Share-based awards value | $371 |
| Option-based awards | $0 |
| Non-equity incentive plan compensation | $0 |
| Pension value | $0 |
| All other compensation | $0 |
| Total (as disclosed) | $8,371 |
- Director compensation policy: Non-employee director cash compensation paid in FY2024 per policy (e.g., Henningsen $12,000); no changes recommended for FY2025 .
- Quarterly equity retainer: Directors granted 25 common shares per fiscal quarter; 575 shares issued to directors in Dec 2023 (value $2,846) and 750 in Dec 2024 (value $3,375) under the Restricted Share Plan .
- Stock options: Company terminated its stock option plan in FY2020; no stock options outstanding as of Jan 17, 2025 .
Performance Compensation
| Feature | Structure | Notes |
|---|---|---|
| Director equity vehicle | Restricted shares (time-based) | Directors received shares; some director shares issued without a Restricted Period under S-8 (e.g., 575 shares in Dec 2023) |
| Performance conditions | None disclosed for director equity | No performance metrics tied to director equity reported |
| Change-in-control treatment (plan-level) | Single-trigger vesting acceleration for awards | RSA Plan provides that unvested awards vest upon Change in Control; plan applies broadly to directors/officers/employees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None in most recent year (no reporting issuer directorships) |
| Private/Nonprofit boards | Parr Lumber Company; Willamette Windows; SW Washington Chapter – American Red Cross; Pacific University; Columbia River Maritime Museum; advisor to Professional Benefit Services |
| Disclosed related-party transactions | None involving directors/officers/nominees; no indebtedness to the company |
Expertise & Qualifications
- Operations and logistics executive with two decades leading a multi-state cold storage and logistics enterprise; prior commercial banking experience at Wells Fargo .
- Industry leadership: Chaired IARW (2008–2009) .
- Education: B.S. in Business Management and MBA, University of Oregon .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mike Henningsen | 175 | <0.01% | As of record date Jan 17, 2025; outstanding shares 3,518,119 |
| Unvested share-based awards | Nil | N/A | No outstanding director share-based awards reported |
| Options (exercisable/unexercisable) | Nil | N/A | Company had no options outstanding |
Governance Assessment
- Strengths: Independent status; service on Corporate Governance Committee overseeing governance policies and board composition; Board majority independent; independent Board Chair; all directors met minimum 75% attendance in FY2024 .
- Alignment: Director pay mix is primarily cash with modest equity grants (quarterly 25-share grants); no options outstanding; plan-level CoC accelerates vesting of awards, though no unvested director awards reported .
- Conflicts/related-party exposure: Proxy reports no indebtedness of directors and no material interests in transactions involving informed persons for the most recent fiscal year .
- Controls and compliance: One late Form 3 for a newly appointed director in FY2024; company states overall Section 16(a) compliance otherwise .