Subriana Pierce
About Subriana Pierce
Independent director of Jewett-Cameron Trading Company Ltd. (JCTC), age 58, resident of California, appointed to the Board on December 14, 2023; she brings 25+ years of senior leadership across grocery and CPG sales and marketing . Education: BA in Economics (Spelman College) and MBA in Marketing (University of Chicago Booth) . Core credentials include senior sales leadership, brokerage entrepreneurship, and large retail operations experience (Albertsons), positioning her as a governance voice on commercialization, retail relationships, and trade execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo/Frito-Lay | Various sales and marketing roles | Not disclosed | National CPG brand leadership; commercial execution experience |
| Albertsons Southern California | SVP, Sales & Merchandising | Not disclosed | Major grocery retail operations, merchandising governance |
| Navigator Sales & Marketing (founded) | Founder; brokerage later acquired by C.A. Fortune (Jul 2023) | Not disclosed | Entrepreneurial leadership; broker network creation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C.A. Fortune (Consumer Brands Agency) | Senior Vice President, Sales | Current | National agency role overseeing brand sales |
| California Grocers Association | Board member | Current | Industry association governance, not a public reporting issuer |
Board Governance
- Independence: Classified as an independent director under Nasdaq and applicable securities laws .
- Committee assignments: Corporate Governance Committee member; current committee chair is Michelle Walker (Pierce is not chair) .
- Board chair: Charles Hopewell (independent) .
- Attendance: The Board held 10 meetings and the Audit Committee held 5 meetings in FY 2024; all directors attended at least 75% of Board and committee meetings .
- Executive sessions: The Compensation Committee met in executive session without management at times .
Fixed Compensation
| Item | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned (cash retainer) | $8,000 | Partial-year service reflected (appointed Dec 14, 2023) |
| Committee membership fees | None disclosed | Company indicates no additional amounts for committee participation |
| Meeting fees | None disclosed | No per-meeting fees noted |
| Director share grants policy | 25 common shares per fiscal quarter; delivered by end of Q1 following year | Aggregate director issuances: 575 shares in Dec 2023 ($2,846) and 750 shares in Dec 2024 ($3,375) |
| Share-based awards (grants) | $0 for Pierce in Director Compensation Table | For FY 2024, Pierce’s grant line item shows $0; see vesting below |
Performance Compensation
- The proxy does not disclose performance-linked compensation for directors (no TSR/EBITDA/ESG metrics tied to director pay) .
| Performance Metric | FY 2024 Target | FY 2024 Actual | Link to Pay |
|---|---|---|---|
| Not applicable for directors | N/A | N/A | No performance linkage disclosed |
Note: Pierce had “share-based awards – value vested during the year” of $338, reflecting director stock issuances, but these are not tied to performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None; during FY 2024, no JCTC directors served as directors of other reporting issuers |
| Committee interlocks | No compensation committee interlocks with JCTC executive officers in FY 2024 |
| Industry/association boards | California Grocers Association (current) |
Expertise & Qualifications
- 25+ years in grocery and CPG senior leadership, including Albertsons Southern California SVP Sales & Merchandising and roles at PepsiCo/Frito-Lay .
- Founder experience (Navigator Sales & Marketing) and subsequent acquisition by C.A. Fortune (Jul 2023) .
- Education: BA Economics (Spelman), MBA Marketing (Chicago Booth) .
- Governance lens: Corporate governance committee member; focus areas include board composition, policy adoption (conflict-of-interest, ESG), and board evaluations .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Shares beneficially owned | 75 shares |
| Ownership % of outstanding | <0.01% (based on 3,518,119 shares outstanding) |
| Vested vs. unvested | No unvested share-based awards outstanding for directors; all shown as Nil |
| Options | None; Company terminated stock option plan in 2020; no options outstanding |
| Pledging/Hedging | Not disclosed; no indebtedness to company noted |
Compensation Committee Analysis
- Composition: Chris Karlin (Chair), Geoffrey Guilfoy, Sarah Johnson; all independent .
- Charter and responsibilities: Oversees executive pay structure, incentive/equity plans, succession, leadership development; charter on company website .
- Interlocks: None in FY 2024 .
- Consultants: Use of independent compensation consultants not disclosed .
- Director pay decisions: Corporate Governance Committee, comprising Michelle Walker (Chair), Mike Henningsen, and Subriana Pierce, reviews director compensation; no changes recommended for FY 2025 .
Related Party Transactions and Conflicts
- Related-party transactions: None disclosed involving directors/insiders during the most recent fiscal year .
- Audit Committee oversight: Reviews significant related party transactions and conflicts-of-interest policies; charter appended .
- Indebtedness: No director or executive officer indebted to the company during FY 2024 .
Risk Indicators & Red Flags
- Section 16 compliance: Company notes one late Form 3 for a newly appointed director during FY 2024 (individual not specified) .
- Options repricing: Not applicable; stock option plan terminated; no options outstanding .
- Legal proceedings/bankruptcy: None noted for proposed directors in the past 10 years .
- Related-party exposure: None disclosed for directors/insiders .
- Say-on-pay results: FY 2025 advisory vote proposed; historical vote levels not disclosed in this proxy .
Governance Assessment
- Strengths: Independent status; active role on Corporate Governance Committee; Board chair is independent; formal Audit and Compensation Committee charters; high meeting cadence with minimum attendance thresholds; no related-party transactions or indebtedness disclosed .
- Alignment: Equity ownership is de minimis (75 shares, <0.01%), though quarterly share grants to directors provide some exposure; no stock ownership guidelines disclosed for directors .
- Signals: Director compensation is simple (cash retainer plus modest stock grants); no meeting/committee fees and no performance linkage for directors—reducing pay-for-performance signaling at the board level but limiting perverse incentives .
- Watch items: Late Section 16 filing by a newly appointed director (unnamed) suggests onboarding process rigor can be tightened; monitor any potential market-facing conflicts given Pierce’s external sales leadership in the consumer brands ecosystem, though company discloses no related-party transactions in FY 2024 .
RED FLAGS
- One late Section 16 Form 3 filing for a newly appointed director (individual not identified) .
- Very low personal share ownership (<0.01%), which may be seen as limited “skin in the game” unless offset by robust ownership guidelines (not disclosed) .