Liliann Annie Zipfel
About Liliann Annie Zipfel
Independent director (Class B) since 2021; age 56. Executive Vice President of Media at Ovative, with prior senior marketing roles at Andersen Corporation (CMO, 2018–Sept 2022), Starbucks (Global VP, Roastery & Reserve, 2015–2018), and earlier leadership posts at REI, Target, and General Mills. Core credentials: digital strategy, ecommerce, customer insights/analytics, retail and consumer goods marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andersen Corporation | Senior Vice President & Chief Marketing Officer | 2018–Sept 2022 | Led enterprise brand, digital/web/social, product management, customer insights/analytics, specialty portfolio |
| Starbucks | Global VP, Category & Brand (Roastery & Reserve) | 2015–2018 | Premium/flagship brand leadership; category strategy |
| REI; Target; General Mills | Marketing leadership positions | Not disclosed | Retail and consumer goods marketing; customer analytics and digital strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ovative | Executive Vice President of Media | Current | Leads media buying/optimization across retail, consumer goods, healthcare, non-profits |
Board Governance
- Independence: Determined independent under Nasdaq standards; JOUT is a “Controlled Company,” but maintains independent committee composition beyond requirements .
- Committee assignments: Compensation Committee member (Chair: Katherine Button Bell; members include Fahey, Sheahan, Zipfel) .
- Board/committee activity: FY2024 meetings—Board (7), Audit (7), Compensation (4), NCGC (3), Executive (0). Each director attended at least 75% of applicable meetings .
- Annual meeting engagement: All incumbent directors attended the virtual annual meeting on Feb 28, 2024 .
- Lead Independent Director: John M. Fahey, Jr., coordinates independent directors and executive sessions .
- Executive sessions: Outside directors met in executive session at least twice in FY2024 .
| Governance Attribute | Status/Detail |
|---|---|
| Director since | 2021 |
| Independence | Independent |
| Committees | Compensation Committee (member) |
| Attendance | ≥75% of Board and committee meetings; all incumbents attended 2024 annual meeting |
| Executive sessions | Held ≥2 times in FY2024 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | |
| Compensation Committee member fee | $7,500 | |
| Total cash fees | $67,500 |
Performance Compensation
| Equity Award | Shares | Grant Date | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | 2,409 | Feb 29, 2024 | $110,007 | One-year; vests on first anniversary | Director awards under 2023 Non-Employee Director Stock Ownership Plan |
No director performance-based equity (e.g., PSUs) is disclosed for non-employee directors; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current or past five-year public company directorships disclosed in JOUT proxy biography |
Expertise & Qualifications
- Marketing, customer insights/analytics, digital strategy, retail/ecommerce, consumer goods .
- Brings business strategy skills; complements board’s consumer and digital capabilities .
- Not designated as audit committee financial expert (Ed Lang is the audit committee financial expert) .
Equity Ownership
| Holding (as of Sept 27, 2024) | Shares | % of Class | Notes |
|---|---|---|---|
| Class A common stock (beneficial) | 4,611 | <1% (*) | Includes 2,409 unvested restricted shares vesting Mar 1, 2025 |
| Pledged shares | None disclosed for Zipfel | — | Pledging disclosed only for Ms. Johnson-Leipold; no Zipfel pledges noted |
(*) Less than 1% of outstanding shares, per proxy notation .
Insider Trades
| Date | Form | Transaction | Shares/Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Company states Section 16 filings were timely in FY2024 and FY2025 to-date |
Governance Assessment
- Independence and engagement: Clear independent status with active Compensation Committee participation; attendance thresholds met; full annual meeting participation—supports board effectiveness and investor confidence .
- Compensation alignment: Standard director pay structure—market median cash retainer plus time-based RS grants; no meeting fees; committee fees modest. Equity grants provide alignment without excessive risk; no tax gross-ups or special perquisites for directors disclosed .
- Ownership alignment: Stock Ownership Guidelines adopted June 3, 2022 for non-employee directors (five-year compliance window). Zipfel holds both vested and unvested Class A shares; no pledging or hedging permitted under Insider Trading Policy, further aligning interests .
- Conflicts/related parties: No Zipfel-specific related-party transactions disclosed. Company’s related-party dealings primarily involve Johnson family entities; Audit Committee oversees and asserts arm’s-length terms—mitigates governance risk, though controlled company status warrants ongoing monitoring .
- RED FLAGS: None specific to Zipfel identified (no low attendance, no pledging/hedging, no related-party transactions). Portfolio-level consideration: controlled company structure concentrates voting power; monitor committee independence continuity and any changes to director equity structures .
Say-on-Pay context (executive pay program signal): 2024 support ~99%, indicating broad shareholder confidence in compensation governance; although for executives, the Compensation Committee (which includes Zipfel) administers these programs .