Sarah Johnson
About Sarah Johnson
Sarah Johnson, age 45, has served as an independent director of Jewett-Cameron Trading Company Ltd. since July 24, 2017; she brings deep global supply chain expertise from Columbia Sportswear, where she currently serves as Global Raw Materials Planning Manager and previously held buying and business process roles. She is a Gonzaga University graduate and is considered independent under Nasdaq and Canadian securities standards, with beneficial ownership of 650 JCTC shares (0.02% of outstanding) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Sportswear | Global Raw Materials Planning Manager | Current (dates not specified) | Leads planning for emerging brands; supply chain process improvements |
| Columbia Sportswear | Global Buying Manager | Began May 2014 (end date not disclosed) | International vendor management |
| Columbia Sportswear | Business Process Analyst III – Functional Lead | Apr 2013–Apr 2014 | Process leadership |
| Columbia Sportswear | Business Process Analyst II | Nov 2010–Apr 2013 | Business process analysis |
External Roles
No current or recent public company directorships disclosed; during the most recently completed financial year, none of the directors served on other reporting issuers .
Board Governance
- Board and committees: Johnson serves on the Compensation Committee; the committee met three times in fiscal 2024 and at times held executive sessions without management. All directors attended at least 75% of board and committee meetings in fiscal 2024; the Board held ten meetings and the Audit Committee held five .
- Independence: Johnson is classified as independent under the Exchange Act, Nasdaq, and NI 58-101/58-201 frameworks; the Board is majority independent with eight of nine directors (including Johnson) independent as of Jan 1, 2025 .
- Committee assignments: Compensation Committee members are Chris Karlin (Chair), Geoffrey Guilfoy, and Sarah Johnson; Johnson is not a committee chair .
- Governance framework: Corporate Governance Committee oversees board composition, policies (including conflicts and ESG), and director evaluations; Walker (Chair), Henningsen, and Pierce are members .
- Chair/lead role: The independent Board Chair is Charles Hopewell; no separate lead independent director disclosed .
Fixed Compensation
| Director | Annual Retainer (Cash) | Share-Based Awards (FY value) | Option Awards | Meeting Fees | Committee Membership Fees | Committee Chair Fees | Total |
|---|---|---|---|---|---|---|---|
| Sarah Johnson | $12,000 | $495 | $0 | $0 | $0 | $0 | $12,495 |
- Policy: Directors are granted 25 common shares per fiscal quarter under the Restricted Share Plan; 750 shares were issued to directors in Dec 2024 (value $3,375) and 575 shares in Dec 2023 (value $2,846). The company terminated its stock option plan in Q2 FY2020; as of Jan 17, 2025, no stock options are outstanding .
- No additional fees: The company discloses no additional compensation for committee participation, special assignments, consulting, or meeting fees beyond the standard retainer and restricted shares .
Performance Compensation
| Director | Share-Based Awards – Value Vested During Year ($) | Non-Equity Incentive Plan Compensation – Value Earned ($) |
|---|---|---|
| Sarah Johnson | $450 | $0 |
- Structure: Director equity is time-based restricted shares; directors had no outstanding unvested share-based awards or options at FY-end (Nil across all directors), indicating grants for directors are fully vested upon issuance under the S-8 program (no restricted period) .
- Change-in-control vesting: The 2024 Restricted Share Plan provides single-trigger acceleration—restricted share awards vest upon a Change in Control for any unvested awards .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles Elsewhere | Noted Interlocks or Shared Directorships |
|---|---|---|---|
| Sarah Johnson | None disclosed | Not disclosed | None disclosed; no related-party transactions or indebtedness reported |
Expertise & Qualifications
- Domain expertise: Global supply chain operations, raw materials planning, international vendor management; current manager at Columbia Sportswear (Asia and Canada vendor exposure) .
- Education: Gonzaga University graduate .
- Board skills: Serves on Compensation Committee; contributes to executive pay oversight and succession planning functions per committee charter responsibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options (Exercisable/Unexercisable) | Unvested RS/Units | Pledged Shares |
|---|---|---|---|---|---|
| Sarah Johnson | 650 | 0.02% (3,518,119 shares outstanding) | None | None | None disclosed |
- Ownership policy: No director stock ownership guidelines disclosed; Corporate Governance Committee oversees governance policies but specific stock ownership requirements are not detailed .
- Section 16 compliance: Company reported one late Form 3 filing for a newly appointed director during FY2024; otherwise directors complied with Section 16(a) .
Governance Assessment
- Strengths:
- Independent director with relevant supply chain expertise aligned to JCTC’s manufacturing and sourcing needs; active Compensation Committee member contributing to pay oversight and succession planning .
- Attendance at least 75% of board and assigned committees; Board and Audit Committee maintain regular cadence (10 and 5 meetings, respectively), indicating engagement .
- No related-party transactions, indebtedness, or disclosed conflicts; majority-independent board and independent chair bolster governance .
- Watchpoints:
- Low personal stake (650 shares; 0.02%) suggests modest ownership alignment relative to outstanding shares; director equity grants are small and time-based without performance conditions .
- Single-trigger vesting under the 2024 Restricted Share Plan can accelerate director equity upon change-in-control without performance linkage—potentially shareholder-unfriendly in certain scenarios .
- No formal board mandate or director term limits; absence of disclosed director ownership guidelines; limited disclosure on director-specific engagement beyond attendance thresholds .
RED FLAGS: None disclosed regarding related-party transactions, pledging, legal proceedings, indebtedness, or option repricing; single-trigger equity acceleration is a governance caution rather than a disclosed violation .