Edward Cerkovnik
About Edward Cerkovnik
Edward Cerkovnik, 67, has served as an independent director of Natural Grocers by Vitamin Cottage since July 23, 2013. He is a founder, director, and Co‑Chief Executive Officer of Breckenridge‑Wynkoop, LLC, and previously was a founder, officer, and director of Breckenridge Holding Company (Breckenridge Brewery) until its sale in 2016; his background centers on business ownership and operations in restaurants and real estate since 1994 . The Board has affirmatively determined he is independent under NYSE and SEC rules, considering his minority shareholding and directorship at Teakoe & Company Inc. (a vendor to NGVC) and approving that arms‑length relationship via the audit committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Breckenridge Holding Company (Breckenridge Brewery) | Founder, officer, director | 1994–2016 (sold in 2016) | Founder leadership; sale milestone in 2016 |
| Various restaurant and commercial real estate projects | Principal | Since 1994 | Ownership/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Breckenridge‑Wynkoop, LLC | Founder, director, Co‑Chief Executive Officer | Not disclosed | Owns/operates brew pubs, ale houses, restaurant concepts |
| Teakoe & Company Inc. | Minority shareholder, director | Not disclosed | NGVC vendor; ~$250,000 paid by NGVC in FY2024; approved as related‑party transaction (arm’s‑length) |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified board (three classes; staggered 3‑year terms) |
| Independence status | Independent director (affirmatively determined) |
| Committee assignments (FY2024) | Audit Committee member; Compensation Committee member |
| Committee chairs | Audit Committee chaired by David Rooney; Compensation Committee chaired by Heather Isely |
| Attendance | Board met 5 times in FY2024; each director attended ≥75% of Board meetings; each committee member attended ≥75% of their committee meetings |
| Executive sessions | Board held 4 executive sessions of non‑management directors in FY2024; audit committee held 4 executive sessions |
| Lead/presiding independent | No lead independent director; David Rooney serves as presiding director at executive sessions |
| Controlled company | NGVC is a “controlled company” under NYSE rules; not required to have a majority independent board or a fully independent compensation committee; audit committee remains fully independent per SEC/NYSE rules |
| Risk oversight | Audit committee oversees risk management (Board oversees cybersecurity directly; biannual reporting by VP IT) |
| Nominating committee | None; Board (in a controlled company context) recommends director nominees and considers shareholder‑recommended candidates |
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee Fees | Chair Fees | Total Cash | Notes |
|---|---|---|---|---|---|
| FY2024 | $40,000 | $5,000 (Audit) + $5,000 (Comp) | None | $50,000 | FY2024 director fee schedule and individual breakdown |
Performance Compensation
| Grant Date | Award Type | Units | Grant‑Date Fair Value | Vesting | Settlement |
|---|---|---|---|---|---|
| March 6, 2024 | RSUs | 3,737 | $60,000 | Fully vest on first anniversary if service continues | Settled in common shares |
| Event Date | Filing | Transaction | Quantity | Price | Resulting Holdings | Source |
|---|---|---|---|---|---|---|
| March 6–7, 2025 | Form 4 | RSU vesting/acquisition of common stock | 3,736 | $0.00 | 60,216 |
Notes:
- Independent directors receive annual RSUs valued at $60,000; awards vest one year from grant date, settled in shares; directors are subject to equity ownership guidelines equal to 3x annual cash retainer within five years of initial election .
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Transaction | FY Amount | Governance Handling |
|---|---|---|---|---|
| Teakoe & Company Inc. | Minority shareholder and director | Vendor supply agreement (organic teas) | ~$250,000 (FY2024) | Reviewed/approved by audit committee; Cerkovnik had no input on selection/terms; deemed arm’s‑length |
Expertise & Qualifications
- Knowledge of retail industry; significant experience in business ownership and operations (restaurants and real estate) .
- Audit committee service alongside designated financial experts (Rooney, Buffa) enhances oversight cohesion .
Equity Ownership
| As of | Beneficial Ownership (Shares) | Ownership % | Breakdown | Notes |
|---|---|---|---|---|
| Jan 13, 2025 | 60,216 | <1% (asterisk) | Includes 3,736 RSUs vesting within 60 days | Based on 22,931,226 shares outstanding |
| Policy | Director ownership guidelines | — | 3x annual cash retainer within 5 years | Independent directors’ guideline; compliance status not disclosed |
| Hedging/Pledging | Policy | — | Pre‑clearance required for hedging; no pledging disclosure noted | Insider Trading Policy filed with 10‑K; pledging not disclosed |
Governance Assessment
-
Strengths:
- Independent audit committee with two financial experts; regular executive sessions; clear pre‑approval and oversight of related‑party transactions .
- Documented attendance ≥75% and standard director equity grants with time‑based vesting (alignment without complex metrics) .
- Insider trading policy and clawback policy (recoupment compliant with SEC Rule 10D‑1/NYSE) bolster governance hygiene .
-
Risks and potential red flags:
- Controlled company status results in limited independence: compensation committee includes executives (Heather and Kemper Isely), and there is no nominating committee or lead independent director, concentrating influence with the Isely family .
- Related‑party exposure via Teakoe (director as minority shareholder/director) and multiple family‑related leases and employment relationships; though the Teakoe arrangement is arms‑length and audit‑approved, it remains a conflict consideration for investors .
- Board’s classified structure may entrench incumbency and slow shareholder‑driven changes .
RED FLAGS: Controlled company exemptions (non‑independent comp committee; no nominating committee; no lead independent director) ; related‑party vendor interlock (Teakoe) involving an independent director, even if audit‑approved .