Chad B. Johnson
About Chad B. Johnson
Independent director at Lendway, Inc. since 2020 (age 54). Johnson is a seasoned consumer-packaged goods and supply-chain/marketing executive with 20+ years at General Mills, C.H. Robinson, and Dairy Farmers of America; he holds a B.A. in Economics and Chemistry (St. Olaf) and an MBA (University of Minnesota) . The Board has determined he is independent under Nasdaq rules; all non-employee directors (including Johnson) are independent . Tenure on this board: ~5 years as of the 2025 proxy; attended >75% of Board/committee meetings in the transition period and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dairy Farmers of America – Dairy Brands | Leads business development teams | Since 2024 | Business development leadership; industry network in food CPG |
| C.H. Robinson (two operating divisions) | Led global marketing teams | 2018–2024 | Go-to-market, logistics/supply chain marketing |
| General Mills, Inc. | Business Unit Director (led businesses in five operating segments) | 2000–2018 | General management, product development, integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or committee roles disclosed in the proxy |
Board Governance
- Independence: Independent director under Nasdaq rules; Board majority-independent .
- Committees: Audit Committee (member) and Governance, Compensation & Nominating (GCN) Committee (member); not a chair .
- Attendance: Each director attended >75% of Board/committee meetings; Board held 1 meeting (Jan–Jun 2025), Audit held 2, GCN held 1; Johnson attended >75% .
- Leadership: No designated Lead Independent Director; Chair is Co-CEO Mark Jundt .
- Say-on-Pay signal: 95.7% approval at 2024 annual meeting (advisory) .
- Policies affecting alignment: Anti-hedging policy prohibits hedging by directors; clawback policy adopted Nov 7, 2023 in compliance with SEC/Nasdaq .
| Committee | Role | Meetings in Period | Attendance |
|---|---|---|---|
| Audit | Member | 2 | >75% (all directors met >75%) |
| Governance, Compensation & Nominating (GCN) | Member | 1 | >75% (all directors met >75%) |
Fixed Compensation
| Component | FYE 12/31/2024 | TP 6/30/2025 | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $17,000 | $8,500 | Fees reflect board/committee/conference call attendance; annual retainer $17,000; committee chair additional $5,000 (Johnson not a chair) |
| Meeting fees (included in totals) | Included | Included | Included within Fees Earned or Paid in Cash line items |
| Committee chair fee | $0 | $0 | Johnson is not a chair; no chair retainer |
Performance Compensation
| Metric Type | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors | Director compensation presented as cash fees; no director equity grants shown; directors may defer fees into stock equivalents via the Director Deferred Compensation Plan |
| Options | None disclosed for directors | Equity plan table shows no outstanding options; none indicated for directors |
| Performance metrics (TSR/EBITDA/etc.) | Not applicable to director pay | No performance metric-linked director compensation disclosed |
Director Deferred Compensation (Structure and Participation)
- Eligibility: Non-employee directors (including Johnson) eligible effective Jan 1, 2025; may defer up to 100% of annual/committee chair cash retainers into common stock equivalents; no company match .
- Distribution: Paid in stock equivalents upon separation; change-in-control cash distribution provision exists but was waived for legacy business sale .
| Director | Stock Equivalents Held (6/30/2025) | Plan Match | Change-in-Control Provision |
|---|---|---|---|
| Chad B. Johnson | 12,653 | None | Exists in plan; waived for legacy business sale event |
Other Directorships & Interlocks
| Person | Public Board Roles | Interlocks/Related Party Notes |
|---|---|---|
| Chad B. Johnson | None disclosed | No related-party transactions involving Johnson disclosed; broader company financing ties to Air T, AO Partners Fund, and insider Gary Kohler were pre-approved by Audit Committee; not linked to Johnson |
Expertise & Qualifications
- Domains: CPG, food, retail, supply chain/logistics, marketing, business integration .
- Education: B.A. Economics & Chemistry (St. Olaf); MBA (University of Minnesota) .
- Board Qualifications: Strategic marketing and integration expertise aligned with Lendway’s growth phase; independent member on Audit and GCN committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested/Unvested | Options | Pledged |
|---|---|---|---|---|---|
| Chad B. Johnson | 5,900 | <1% | Not broken out; no options disclosed | None | None disclosed |
| Deferred stock equivalents (plan) | 12,653 | — | Credited units; no voting rights; not acquirable within 60 days | — | — |
Notes:
- Shares outstanding as of record date: 1,769,599; significant Stockholder Group (Air T et al.) holds ~39.6% .
- Anti-hedging policy prohibits hedging by directors .
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Delinquent Section 16(a) reports | One late report for each of Ms. Herfurth, Mr. Johnson, Mr. Kelly, and Mr. Swenson, related to a transaction involving common stock equivalents under the Director Deferred Compensation Plan during the twelve months ended June 30, 2025 |
Governance Assessment
- Positives:
- Independence and active committee service (Audit; GCN); attendance >75% supports engagement .
- Anti-hedging and clawback policies enhance investor alignment and control risk of misaligned incentives .
- Deferred compensation in stock equivalents adds some ownership alignment; Johnson holds 12,653 stock equivalents plus 5,900 shares .
- Watch items:
- Board lacks a designated Lead Independent Director, which may limit independent oversight with Chair/Co-CEO dual role .
- Concentrated ownership and financing arrangements with the Air T/AO Partners group indicate potential influence; however, no related-party transactions are disclosed for Johnson personally; transactions were Audit Committee pre-approved .
- Director compensation appears primarily cash-based with no disclosed annual equity grants to directors beyond elective deferral, which may result in lower at-risk alignment than equity-based director pay structures .
Overall, Johnson’s independence, relevant industry background, and committee participation support board effectiveness. The elective stock-equivalent deferrals provide alignment, though lack of performance-based director equity and absence of a Lead Independent Director are governance considerations investors should monitor .