Elizabeth Isely
About Elizabeth Isely
Elizabeth Isely (age 70) is Executive Vice President and a non‑independent Director of Natural Grocers by Vitamin Cottage, Inc. (NGVC). She has served as Executive Vice President since 1998 and as a Director since 2012, and joined the company in 1977 with roles spanning Store Manager, Regional Manager, Director of Operations, Manager of Training, and Director of New Store Openings . Company performance context: the company’s pay‑versus‑performance disclosure shows a cumulative TSR index value of $122.28 (initial $100 investment) for FY2023 and $98.68 for FY2022, alongside net income of $23.2 million (FY2023) and $21.4 million (FY2022) . She is part of the controlling Isely family group and is not independent under NYSE rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Natural Grocers (NGVC) | Executive Vice President | Since 1998 | Oversight of store openings and corporate functions; long‑tenured operator contributing to financial and operating performance . |
| Natural Grocers (NGVC) | Director | Since 2012 | Board service on a classified board; non‑independent director within Isely family control group . |
| Natural Grocers (NGVC) | Store Manager; Regional Manager; Director of Operations; Manager of Training; Director of New Store Openings | Since 1977 (various roles) | Built operating capabilities and new store expansion expertise . |
External Roles
No external public company directorships or outside board roles disclosed in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $528,000 | $540,000 |
| All Other Compensation ($) | $12,349 (benefits, 401(k), perquisites per policy) | $13,228 |
| Notable Changes | Base salaries for Co‑Presidents and Executive VPs were increased by $12,000 in FY2024 to offset increased employee benefit premiums . | NEO benefits/perquisites include 401(k) match, health/life insurance, disability insurance, Vitamin Bucks, birthday bonus; limited perquisites case‑by‑case . |
Performance Compensation
| Component | Fiscal Year | Metric | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|---|---|
| Discretionary Cash Bonus | FY 2023 | Contributions to strong financial and operating performance; leadership of new store openings | Not disclosed | Not applicable | $325,000 | Cash (immediate) | Not under a non‑equity incentive plan . |
| Discretionary Cash Bonus | FY 2024 | Contributions to strong financial and operating performance; effective leadership of new store openings and corp. functions | Not disclosed | Not applicable | $365,000 | Cash (immediate) | Not under a non‑equity incentive plan . |
Key compensation design features:
- No long‑term equity incentive program for Isely family NEOs; equity awards not used for Elizabeth in FY2023–FY2024 .
- Compensation committee did not engage an independent consultant in FY2024 but intends to do so before the next say‑on‑pay; FY2023 used FW Cook for a compensation study and peer data .
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | Ownership % of Outstanding | Pledged? |
|---|---|---|---|
| January 13, 2025 | 1,282,666 | 5.6% | None of the shares beneficially owned by named executive officers or directors are pledged . |
Additional ownership and alignment points:
- Isely Family Group collectively owned 13,324,155 shares (58.1%) as of January 13, 2025, controlling outcomes of most stockholder matters .
- NEO stock ownership guidelines: none (given significant management/family ownership); independent directors have guidelines of 3x annual cash retainer, with annual RSU grants of ~$60,000 that vest in one year .
- Stockholders Agreement imposes voting coordination and limitations on share transfers for Isely family members, including Elizabeth; family members subject to sale limitations held ~58.1%, and voting group members held ~55.9%, preserving control and potentially dampening open‑market selling pressure .
Employment Terms
- Severance/change‑in‑control: NGVC has no agreements providing cash severance for Co‑Presidents or Executive Vice Presidents (including Elizabeth) upon termination or change in control; equity acceleration in FY2024 applied to the retiring CFO’s RSUs only .
- Clawback/recoupment: Board‑adopted incentive compensation recoupment policy consistent with Exchange Act Section 10D, Rule 10D‑1, and NYSE listing standards .
- Hedging/insider trading controls: Company policy requires pre‑clearance of any proposed hedging transaction at least two weeks prior; insider trading governance applies across directors/officers .
- Contracts and restrictive covenants: No non‑compete/non‑solicit disclosed for NEOs; no employment agreement with severance disclosed for Elizabeth .
Board Governance
- Board class/tenure: Class I director; nominated for re‑election at the 2025 Annual Meeting to serve until the 2028 Annual Meeting; not independent under NYSE rules due to executive role .
- Committee assignments & attendance: Elizabeth Isely is not listed as a member of the audit or compensation committees; the Board met five times in FY2024, each director attended ≥75% of Board and committee meetings; four executive sessions of non‑management directors were held .
- Leadership structure: Chairman is also Co‑President (Kemper Isely); no lead independent director; David Rooney acts as presiding director at executive sessions; Isely family maintains control over director elections via the Stockholders Agreement .
- Director compensation: Only independent directors receive director fees/RSUs; employee directors (including Elizabeth) do not receive director compensation .
Director Compensation (for governance context)
Independent director framework (FY2024): base annual retainer $40,000; committee chair/member retainers ($15,000 Audit Chair; $10,000 Compensation Chair; $5,000 committee member); annual RSUs of ~$60,000 vesting in one year . Employee directors (including Elizabeth) receive no director retainers or equity for board service .
Related Party Transactions (risk indicators)
- Family‑entity store leases: NGVC paid ~$0.3m (Land Trust Lease), ~$0.9m (Chalet Leases), ~$0.1m (FTVC Lease) in FY2024 to entities owned by Isely family members (including Elizabeth); audit committee reviewed/approved; described as reflecting market terms .
- Family employment: Elizabeth’s son, Lucas Isely (VP of Facilities), earned ~$273,000 in FY2024 and received ~$82,000 in RSUs in October 2024; other Isely family members in management received compensation consistent with peers .
Say‑on‑Pay & Shareholder Feedback
- FY2024 meeting: Stockholders approved, on an advisory basis, FY2023 NEO compensation, and set say‑on‑pay frequency to every three years; next advisory vote expected at the 2027 Annual Meeting; the company cited strong stockholder support for continuing its compensation structure .
Compensation Committee Analysis
- Composition and independence: FY2024 Compensation Committee members included executive officers Heather Isely (Chair) and Kemper Isely, alongside independent directors (Cerkovnik and Buffa), with Hallé serving before his October 2024 resignation; committee administers the Omnibus Plan .
- Consultant usage: No consultant in FY2024 (intends to engage before next say‑on‑pay); FW Cook engaged in FY2023 for peer benchmarking; no conflicts identified .
- Interlocks/insider participation: No interlocks with other companies’ boards/comp committees; insider participation from executive officers on NGVC’s Compensation Committee disclosed .
Multi‑Year Compensation Summary (Elizabeth Isely)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $528,000 | $540,000 |
| Bonus ($) | $325,000 | $365,000 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | $12,349 | $13,228 |
| Total ($) | $865,349 | $918,228 |
Equity Ownership Details (Elizabeth Isely)
| As of | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Jan 13, 2025 | 1,282,666 | 5.6% | None of NEO/director shares pledged; beneficial ownership per SEC rules . |
Employment Terms Summary (Elizabeth Isely)
| Provision | Terms |
|---|---|
| Severance (cash) | None; company does not provide cash severance to Co‑Presidents or Executive VPs . |
| Change‑of‑Control (cash) | None for Co‑Presidents/EVPs; CFO RSU acceleration on retirement/change‑in‑control noted separately . |
| Clawback/Recoupment | Compliant with Section 10D, Rule 10D‑1, and NYSE standards . |
| Ownership Guidelines | None for NEOs; independent directors: 3x retainer within five years . |
| Hedging/Pledging Policy | Pre‑clearance required for hedging transactions; pledging not indicated; no shares pledged by NEOs/directors . |
Investment Implications
- Alignment: High insider ownership (Elizabeth 5.6%; Isely group 58.1%) aligns incentives with long‑term value creation and reduces need for equity grants; NEO ownership guidelines are unnecessary per company’s stance .
- Selling pressure and retention: No RSUs/options for Elizabeth and Stockholders Agreement sale limitations reduce near‑term selling pressure and promote stability; cash‑based, discretionary bonuses reward operational contributions (new store openings) without equity overhang .
- Governance risk: Non‑independent director status, executive officers on the Compensation Committee, and combined Chair/Co‑President role with no lead independent director indicate elevated governance risk; however, independent directors chair Audit and preside over executive sessions, with formal recoupment and related party oversight .
- Compensation structure: Shift from $325k to $365k discretionary bonus and a modest salary increase supports pay stability but lacks explicit performance metric disclosure, limiting pay‑for‑performance transparency for external investors .
- Related party exposure: Family‑entity leases and family employment are reviewed by Audit; amounts are modest relative to scale but present ongoing related‑party sensitivity that investors should monitor .