Kemper Isely
About Kemper Isely
Kemper Isely is Chairman, Director, and Co‑President of Natural Grocers by Vitamin Cottage (NGVC); age 62; executive and director since 1998; he joined the company in 1977 and has served across store operations, marketing, purchasing, operations, and finance . NGVC’s pay‑versus‑performance shows strong shareholder value creation: a $100 fixed investment rose to $303.80 by FY2024, and net income increased to $33.9 million in FY2024 from $21.4 million in FY2022 . Board leadership is dual‑role: Isely is both Chairman and Co‑President; the board has no lead independent director, with David Rooney presiding at executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Natural Grocers (NGVC) | Store Manager; Warehouse Manager; Director of Marketing; Director of Purchasing; Director of Operations; Director of Finance | Not disclosed (employee since 1977; director since 1998) | End‑to‑end retail operations leadership; multi‑function oversight |
External Roles
No external public company directorships or roles are disclosed in the proxy materials reviewed for Kemper Isely .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 607,800 | 619,800 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | 17,662 | 18,221 |
| Total ($) | 625,462 | 638,021 |
Notes:
- Co‑Presidents do not participate in cash‑based incentives and received no equity awards in FY2024 .
Performance Compensation
- Not applicable: NGVC states it does not maintain a long‑term equity incentive program for Isely family NEOs, and Co‑Presidents do not participate in cash‑based incentive programs; no equity awards were granted in FY2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,314,495 shares (14.5% of outstanding) |
| Shares Outstanding (Record Date) | 22,931,226 |
| Breakdown | 3,117,812 direct; 91,938 via LaRock and Luke Isely Trust (co‑trustee with Zephyr); 104,745 held by Ritchie K. Isely (son, same residence) |
| Pledged Shares | None of the shares shown have been pledged as security |
| Ownership Guidelines (Executives) | NGVC has no executive stock ownership guidelines for NEOs |
| Insider Trading Policy | Pre‑clearance required for any hedging transactions at least two weeks prior to completion; policy filed as Exhibit 19.1 to FY2024 10‑K |
| Stockholders Agreement (Voting & Sale Limits) | Isely family group controls director elections and has agreed to limitations on share transfers; voting aligned with recommendations of at least three of Kemper, Zephyr, Heather, Elizabeth Isely; ~58.1% of shares subject to sale limitations as of Jan 13, 2025 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None for NEOs; NGVC does not have employment agreements with its NEOs |
| Severance | None; no cash severance on termination or change in control for FY2024 NEOs |
| Change‑of‑Control Economics | None for NEOs; no CIC cash benefits; acceleration relevant only to CFO transition (Mr. Hallé’s RSUs; not applicable to Kemper) |
| Clawback / Recoupment | Dodd‑Frank/NYSE‑compliant recoupment policy for incentive compensation in event of required accounting restatement due to material noncompliance |
| Hedging/Pledging | Hedging requires pre‑clearance; no pledging of Kemper’s shares disclosed |
Board Governance and Service
- Board Tenure and Role: Director since 1998; current Chairman and Co‑President .
- Board Leadership: Combined Chair/Co‑President structure; no lead independent director; Rooney presides over executive sessions; classified board; family‑controlled voting agreement .
- Independence: Kemper Isely is not independent; NGVC is a “controlled company” under NYSE rules and avails itself of governance exemptions (e.g., majority independent not required; compensation committee not solely independent) .
- Board & Committee Activity:
- Board met five times in FY2024; each director attended at least 75% of meetings; four executive sessions held .
- Compensation Committee member (Chair: Heather Isely); four meetings and one executive session in FY2024 .
- Audit Committee is fully independent; five meetings and four executive sessions in FY2024 .
- Director Elections: Controlled by Isely voting group per Stockholders Agreement; staggered terms by class .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $98.68 | $122.28 | $303.80 |
| Net Income ($000s) | 21,365 | 23,243 | 33,935 |
- Say‑on‑Pay: 2024 advisory vote approved FY2023 NEO compensation; NGVC will hold future say‑on‑pay votes every three years (next expected FY2027); the company cites “strong stockholder support” and continuity of compensation structure .
- Compensation Benchmarking: FW Cook engaged in 2023 with a 19‑company retail/food peer group; no peer study used for FY2024 decisions .
Related Party Transactions (Governance Red Flags to Monitor)
| Transaction | FY2024 Amount | Notes |
|---|---|---|
| Store leases with Isely family entities (Land Trust, Chalet, FTVC) | $0.3m; $0.9m; $0.1m respectively | Audit committee reviewed/approved; NGVC states leases reflect market terms |
| Teakoe supply agreement (director minority shareholder) | ~$250,000 | Arms‑length; director had no selection input; audit committee approved |
| Family member employment/RSUs | Various disclosed compensation and RSU awards (e.g., Lucas, Raquel, Charity Isely; Robert Linnane) | Compensation described as consistent with comparable roles |
Compensation Committee Analysis
- Composition includes executives (Heather Isely – Chair; Kemper Isely – member) alongside independent directors (Buffa, Cerkovnik); insider participation may reduce independence versus best‑practice norms .
- Independent consultant (FW Cook) engaged for FY2023 study; none for FY2024; Co‑Presidents provide pay recommendations for executives .
Investment Implications
- Alignment: Very high insider ownership (Kemper 14.5%) with family group control and contractual sale limitations reduce near‑term insider selling pressure and align economic interests with shareholders .
- Pay Structure: Predominantly fixed cash comp, no equity grants, no severance/CIC cash—signals confidence in long‑term value and reduces windfall risks, but limits performance‑based incentives at the top .
- Governance Risk: Dual Chairman/Co‑President role, no lead independent director, controlled company exemptions, and insider participation on the compensation committee represent governance quality concerns; monitor for potential minority shareholder protections .
- Trading Signals: Strong TSR and rising net income through FY2024 suggest operational execution; continued family control and Stockholders Agreement imply low float dynamics and potential supply constraints in stock—factors relevant for liquidity and event‑driven strategies .
- Related Parties: Ongoing leases and family employment are approved under policy but warrant continued oversight for fairness and independence .